1TECHNOLOGY PREVIEW LICENSE AGREEMENT 2 3For individuals and/or legal entities resident in the Americas (North 4America, Central America and South America), the applicable licensing 5terms are specified under the heading "Technology Preview License 6Agreement: The Americas". 7 8For individuals and/or legal entities not resident in The Americas, the 9applicable licensing terms are specified under the heading "Technology 10Preview License Agreement: Rest of the World". 11 12 13TECHNOLOGY PREVIEW LICENSE AGREEMENT: The Americas 14Agreement version 2.4 15 16This Technology Preview License Agreement ("Agreement")is a legal agreement 17between The Qt Company USA, Inc. ("The Qt Company"), with its registered 18office at 2350 Mission College Blvd., Suite 1020, Santa Clara, California 1995054, U.S.A. and you (either an individual or a legal entity) ("Licensee") 20for the Licensed Software (as defined below). 21 221. DEFINITIONS 23 24"Affiliate" of a Party shall mean an entity (i) which is directly or 25indirectly controlling such Party; (ii) which is under the same direct 26or indirect ownership or control as such Party; or (iii) which is 27directly or indirectly owned or controlled by such Party. For these 28purposes, an entity shall be treated as being controlled by another if 29that other entity has fifty percent (50 %) or more of the votes in such 30entity, is able to direct its affairs and/or to control the composition 31of its board of directors or equivalent body. 32 33"Applications" shall mean Licensee's software products created using the 34Licensed Software which may include portions of the Licensed Software. 35 36"Term" shall mean the period of time six (6) months from the later of 37(a) the Effective Date; or (b) the date the Licensed Software was 38initially delivered to Licensee by The Qt Company. If no specific Effective 39Date is set forth in the Agreement, the Effective Date shall be deemed to be 40the date the Licensed Software was initially delivered to Licensee. 41 42"Licensed Software" shall mean the computer software, "online" or 43electronic documentation, associated media and printed materials, 44including the source code, example programs and the documentation 45delivered by The Qt Company to Licensee in conjunction with this Agreement. 46 47"Party" or "Parties" shall mean Licensee and/or The Qt Company. 48 49 502. OWNERSHIP 51 52The Licensed Software is protected by copyright laws and international 53copyright treaties, as well as other intellectual property laws and 54treaties. The Licensed Software is licensed, not sold. 55 56If Licensee provides any findings, proposals, suggestions or other 57feedback ("Feedback") to The Qt Company regarding the Licensed Software, 58The Qt Company shall own all right, title and interest including the 59intellectual property rights in and to such Feedback, excluding however any 60existing patent rights of Licensee. To the extent Licensee owns or controls 61any patents for such Feedback Licensee hereby grants to The Qt Company and its 62Affiliates, a worldwide, perpetual, non-transferable, sublicensable, 63royalty-free license to (i) use, copy and modify Feedback and to create 64derivative works thereof, (ii) to make (and have made), use, import, 65sell, offer for sale, lease, dispose, offer for disposal or otherwise 66exploit any products or services of The Qt Company containing Feedback, and 67(iii) sublicense all the foregoing rights to third party licensees and 68customers of The Qt Company and/or its Affiliates. 69 70 713. VALIDITY OF THE AGREEMENT 72 73By installing, copying, or otherwise using the Licensed Software, 74Licensee agrees to be bound by the terms of this Agreement. If Licensee 75does not agree to the terms of this Agreement, Licensee may not install, 76copy, or otherwise use the Licensed Software. Upon Licensee's acceptance 77of the terms and conditions of this Agreement, The Qt Company grants Licensee 78the right to use the Licensed Software in the manner provided below. 79 80 814. LICENSES 82 834.1. Using and Copying 84 85The Qt Company grants to Licensee a non-exclusive, non-transferable, 86time-limited license to use and copy the Licensed Software for sole purpose 87of designing, developing and testing Applications, and evaluating and the 88Licensed Software during the Term. 89 90Licensee may install copies of the Licensed Software on an unlimited 91number of computers provided that (a) if an individual, only such 92individual; or (b) if a legal entity only its employees; use the 93Licensed Software for the authorized purposes. 94 954.2 No Distribution or Modifications 96 97Licensee may not disclose, modify, sell, market, commercialise, 98distribute, loan, rent, lease, or license the Licensed Software or any 99copy of it or use the Licensed Software for any purpose that is not 100expressly granted in this Section 4. Licensee may not alter or remove 101any details of ownership, copyright, trademark or other property right 102connected with the Licensed Software. Licensee may not distribute any 103software statically or dynamically linked with the Licensed Software. 104 1054.3 No Technical Support 106 107The Qt Company has no obligation to furnish Licensee with any technical 108support whatsoever. Any such support is subject to separate agreement between 109the Parties. 110 111 1125. PRE-RELEASE CODE 113The Licensed Software contains pre-release code that is not at the level 114of performance and compatibility of a final, generally available, 115product offering. The Licensed Software may not operate correctly and 116may be substantially modified prior to the first commercial product 117release, if any. The Qt Company is not obligated to make this or any later 118version of the Licensed Software commercially available. The License 119Software is "Not for Commercial Use" and may only be used for the 120purposes described in Section 4. The Licensed Software may not be used 121in a live operating environment where it may be relied upon to perform 122in the same manner as a commercially released product or with data that 123has not been sufficiently backed up. 124 1256. THIRD PARTY SOFTWARE 126 127The Licensed Software may provide links to third party libraries or code 128(collectively "Third Party Software") to implement various functions. 129Third Party Software does not comprise part of the Licensed Software. In 130some cases, access to Third Party Software may be included along with 131the Licensed Software delivery as a convenience for development and 132testing only. Such source code and libraries may be listed in the 133".../src/3rdparty" source tree delivered with the Licensed Software or 134documented in the Licensed Software where the Third Party Software is 135used, as may be amended from time to time, do not comprise the Licensed 136Software. Licensee acknowledges (1) that some part of Third Party 137Software may require additional licensing of copyright and patents from 138the owners of such, and (2) that distribution of any of the Licensed 139Software referencing any portion of a Third Party Software may require 140appropriate licensing from such third parties. 141 142 1437. LIMITED WARRANTY AND WARRANTY DISCLAIMER 144 145The Licensed Software is licensed to Licensee "as is". To the maximum 146extent permitted by applicable law, The Qt Company on behalf of itself and 147its suppliers, disclaims all warranties and conditions, either express or 148implied, including, but not limited to, implied warranties of 149merchantability, fitness for a particular purpose, title and 150non-infringement with regard to the Licensed Software. 151 152 1538. LIMITATION OF LIABILITY 154 155If, The Qt Company's warranty disclaimer notwithstanding, The Qt Company is 156held liable to Licensee, whether in contract, tort or any other legal theory, 157based on the Licensed Software, The Qt Company's entire liability to Licensee 158and Licensee's exclusive remedy shall be, at The Qt Company's option, either 159(A) return of the price Licensee paid for the Licensed Software, or (B) 160repair or replacement of the Licensed Software, provided Licensee 161returns to The Qt Company all copies of the Licensed Software as originally 162delivered to Licensee. The Qt Company shall not under any circumstances be 163liable to Licensee based on failure of the Licensed Software if the failure 164resulted from accident, abuse or misapplication, nor shall The Qt Company 165under any circumstances be liable for special damages, punitive or exemplary 166damages, damages for loss of profits or interruption of business or for 167loss or corruption of data. Any award of damages from The Qt Company to 168Licensee shall not exceed the total amount Licensee has paid to The Qt 169Company in connection with this Agreement. 170 171 1729. CONFIDENTIALITY 173 174Each party acknowledges that during the Term of this Agreement it shall 175have access to information about the other party's business, business 176methods, business plans, customers, business relations, technology, and 177other information, including the terms of this Agreement, that is 178confidential and of great value to the other party, and the value of 179which would be significantly reduced if disclosed to third parties (the 180"Confidential Information"). Accordingly, when a party (the "Receiving 181Party") receives Confidential Information from another party (the 182"Disclosing Party"), the Receiving Party shall, and shall obligate its 183employees and agents and employees and agents of its Affiliates to: (i) 184maintain the Confidential Information in strict confidence; (ii) not 185disclose the Confidential Information to a third party without the 186Disclosing Party's prior written approval; and (iii) not, directly or 187indirectly, use the Confidential Information for any purpose other than 188for exercising its rights and fulfilling its responsibilities pursuant 189to this Agreement. Each party shall take reasonable measures to protect 190the Confidential Information of the other party, which measures shall 191not be less than the measures taken by such party to protect its own 192confidential and proprietary information. 193 194"Confidential Information" shall not include information that (a) is or 195becomes generally known to the public through no act or omission of the 196Receiving Party; (b) was in the Receiving Party's lawful possession 197prior to the disclosure hereunder and was not subject to limitations on 198disclosure or use; (c) is developed by the Receiving Party without 199access to the Confidential Information of the Disclosing Party or by 200persons who have not had access to the Confidential Information of the 201Disclosing Party as proven by the written records of the Receiving 202Party; (d) is lawfully disclosed to the Receiving Party without 203restrictions, by a third party not under an obligation of 204confidentiality; or (e) the Receiving Party is legally compelled to 205disclose the information, in which case the Receiving Party shall assert 206the privileged and confidential nature of the information and cooperate 207fully with the Disclosing Party to protect against and prevent 208disclosure of any Confidential Information and to limit the scope of 209disclosure and the dissemination of disclosed Confidential Information 210by all legally available means. 211 212The obligations of the Receiving Party under this Section shall continue 213during the Initial Term and for a period of five (5) years after 214expiration or termination of this Agreement. To the extent that the 215terms of the Non-Disclosure Agreement between The Qt Company and Licensee 216conflict with the terms of this Section 9, this Section 9 shall be 217controlling over the terms of the Non-Disclosure Agreement. 218 219 22010. GENERAL PROVISIONS 221 22210.1 No Assignment 223 224Licensee shall not be entitled to assign or transfer all or any of its 225rights, benefits and obligations under this Agreement without the prior 226written consent of The Qt Company, which shall not be unreasonably withheld. 227 22810.2 Termination 229 230The Qt Company may terminate the Agreement at any time immediately upon 231written notice by The Qt Company to Licensee if Licensee breaches this 232Agreement. 233 234Upon termination of this Agreement, Licensee shall return to The Qt Company 235all copies of Licensed Software that were supplied by The Qt Company. All 236other copies of Licensed Software in the possession or control of Licensee 237must be erased or destroyed. An officer of Licensee must promptly 238deliver to The Qt Company a written confirmation that this has occurred. 239 24010.3 Surviving Sections 241 242Any terms and conditions that by their nature or otherwise reasonably 243should survive a cancellation or termination of this Agreement shall 244also be deemed to survive. Such terms and conditions include, but are 245not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4, 24610.5, 10.6, 10.7, and 10.8 of this Agreement. 247 24810.4 Entire Agreement 249 250This Agreement constitutes the complete agreement between the parties 251and supersedes all prior or contemporaneous discussions, 252representations, and proposals, written or oral, with respect to the 253subject matters discussed herein, with the exception of the 254non-disclosure agreement executed by the parties in connection with this 255Agreement ("Non-Disclosure Agreement"), if any, shall be subject to 256Section 9. No modification of this Agreement shall be effective unless 257contained in a writing executed by an authorized representative of each 258party. No term or condition contained in Licensee's purchase order shall 259apply unless expressly accepted by The Qt Company in writing. If any 260provision of the Agreement is found void or unenforceable, the remainder 261shall remain valid and enforceable according to its terms. If any remedy 262provided is determined to have failed for its essential purpose, all 263limitations of liability and exclusions of damages set forth in this 264Agreement shall remain in effect. 265 26610.5 Export Control 267 268Licensee acknowledges that the Licensed Software may be subject to 269export control restrictions of various countries. Licensee shall fully 270comply with all applicable export license restrictions and requirements 271as well as with all laws and regulations relating to the importation of 272the Licensed Software and shall procure all necessary governmental 273authorizations, including without limitation, all necessary licenses, 274approvals, permissions or consents, where necessary for the 275re-exportation of the Licensed Software., 276 27710.6 Governing Law and Legal Venue 278 279This Agreement shall be governed by and construed in accordance with the 280federal laws of the United States of America and the internal laws of 281the State of New York without given effect to any choice of law rule 282that would result in the application of the laws of any other 283jurisdiction. The United Nations Convention on Contracts for the 284International Sale of Goods (CISG) shall not apply. Each Party (a) 285hereby irrevocably submits itself to and consents to the jurisdiction of 286the United States District Court for the Southern District of New York 287(or if such court lacks jurisdiction, the state courts of the State of 288New York) for the purposes of any action, claim, suit or proceeding 289between the Parties in connection with any controversy, claim, or 290dispute arising out of or relating to this Agreement; and (b) hereby 291waives, and agrees not to assert by way of motion, as a defense or 292otherwise, in any such action, claim, suit or proceeding, any claim that 293is not personally subject to the jurisdiction of such court(s), that the 294action, claim, suit or proceeding is brought in an inconvenient forum or 295that the venue of the action, claim, suit or proceeding is improper. 296Notwithstanding the foregoing, nothing in this Section 9.6 is intended 297to, or shall be deemed to, constitute a submission or consent to, or 298selection of, jurisdiction, forum or venue for any action for patent 299infringement, whether or not such action relates to this Agreement. 300 30110.7 No Implied License 302 303There are no implied licenses or other implied rights granted under this 304Agreement, and all rights, save for those expressly granted hereunder, 305shall remain with The Qt Company and its licensors. In addition, no licenses 306or immunities are granted to the combination of the Licensed Software with 307any other software or hardware not delivered by The Qt Company under this 308Agreement. 309 31010.8 Government End Users 311 312A "U.S. Government End User" shall mean any agency or entity of the 313government of the United States. The following shall apply if Licensee 314is a U.S. Government End User. The Licensed Software is a "commercial 315item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), 316consisting of "commercial computer software" and "commercial computer 317software documentation," as such terms are used in 48 C.F.R. 12.212 318(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 319through 227.7202-4 (June 1995), all U.S. Government End Users acquire 320the Licensed Software with only those rights set forth herein. The 321Licensed Software (including related documentation) is provided to U.S. 322Government End Users: (a) only as a commercial end item; and (b) only 323pursuant to this Agreement. 324 325 326 327 328 329TECHNOLOGY PREVIEW LICENSE AGREEMENT: Rest of the World 330Agreement version 2.4 331 332This Technology Preview License Agreement ("Agreement") is a legal 333agreement between The Qt Company Ltd ("The Qt Company"), with its registered 334office at Valimotie 21,FI-00380 Helsinki, Finland and you (either an 335individual or a legal entity) ("Licensee") for the Licensed Software. 336 3371. DEFINITIONS 338 339"Affiliate" of a Party shall mean an entity (i) which is directly or 340indirectly controlling such Party; (ii) which is under the same direct 341or indirect ownership or control as such Party; or (iii) which is 342directly or indirectly owned or controlled by such Party. For these 343purposes, an entity shall be treated as being controlled by another if 344that other entity has fifty percent (50 %) or more of the votes in such 345entity, is able to direct its affairs and/or to control the composition 346of its board of directors or equivalent body. 347 348"Applications" shall mean Licensee's software products created using the 349Licensed Software which may include portions of the Licensed Software. 350 351"Term" shall mean the period of time six (6) months from the later of 352(a) the Effective Date; or (b) the date the Licensed Software was 353initially delivered to Licensee by The Qt Company. If no specific Effective 354Date is set forth in the Agreement, the Effective Date shall be deemed to be 355the date the Licensed Software was initially delivered to Licensee. 356 357"Licensed Software" shall mean the computer software, "online" or 358electronic documentation, associated media and printed materials, 359including the source code, example programs and the documentation 360delivered by The Qt Company to Licensee in conjunction with this Agreement. 361 362"Party" or "Parties" shall mean Licensee and/or The Qt Company. 363 364 3652. OWNERSHIP 366 367The Licensed Software is protected by copyright laws and international 368copyright treaties, as well as other intellectual property laws and 369treaties. The Licensed Software is licensed, not sold. 370 371If Licensee provides any findings, proposals, suggestions or other 372feedback ("Feedback") to The Qt Company regarding the Licensed Software, 373The Qt Companyshall own all right, title and interest including the 374intellectual property rights in and to such Feedback, excluding however any 375existing patent rights of Licensee. To the extent Licensee owns or controls 376any patents for such Feedback Licensee hereby grants to The Qt Company and 377its Affiliates, a worldwide, perpetual, non-transferable, sublicensable, 378royalty-free license to (i) use, copy and modify Feedback and to create 379derivative works thereof, (ii) to make (and have made), use, import, 380sell, offer for sale, lease, dispose, offer for disposal or otherwise 381exploit any products or services of The Qt Company containing Feedback, and 382(iii) sublicense all the foregoing rights to third party licensees and 383customers of The Qt Company and/or its Affiliates. 384 3853. VALIDITY OF THE AGREEMENT 386 387By installing, copying, or otherwise using the Licensed Software, 388Licensee agrees to be bound by the terms of this Agreement. If Licensee 389does not agree to the terms of this Agreement, Licensee may not install, 390copy, or otherwise use the Licensed Software. Upon Licensee's acceptance 391of the terms and conditions of this Agreement, The Qt Company grants Licensee 392the right to use the Licensed Software in the manner provided below. 393 394 3954. LICENSES 396 3974.1. Using and Copying 398 399The Qt Company grants to Licensee a non-exclusive, non-transferable, 400time-limited license to use and copy the Licensed Software for sole purpose 401of designing, developing and testing Applications, and evaluating and the 402Licensed Software during the Term. 403 404Licensee may install copies of the Licensed Software on an unlimited 405number of computers provided that (a) if an individual, only such 406individual; or (b) if a legal entity only its employees; use the 407Licensed Software for the authorized purposes. 408 4094.2 No Distribution or Modifications 410 411Licensee may not disclose, modify, sell, market, commercialise, 412distribute, loan, rent, lease, or license the Licensed Software or any 413copy of it or use the Licensed Software for any purpose that is not 414expressly granted in this Section 4. Licensee may not alter or remove 415any details of ownership, copyright, trademark or other property right 416connected with the Licensed Software. Licensee may not distribute any 417software statically or dynamically linked with the Licensed Software. 418 4194.3 No Technical Support 420 421The Qt Company has no obligation to furnish Licensee with any technical 422support whatsoever. Any such support is subject to separate agreement 423between the Parties. 424 425 4265. PRE-RELEASE CODE 427 428The Licensed Software contains pre-release code that is not at the level 429of performance and compatibility of a final, generally available, 430product offering. The Licensed Software may not operate correctly and 431may be substantially modified prior to the first commercial product 432release, if any. The Qt Company is not obligated to make this or any later 433version of the Licensed Software commercially available. The License 434Software is "Not for Commercial Use" and may only be used for the 435purposes described in Section 4. The Licensed Software may not be used 436in a live operating environment where it may be relied upon to perform 437in the same manner as a commercially released product or with data that 438has not been sufficiently backed up. 439 4406. THIRD PARTY SOFTWARE 441 442The Licensed Software may provide links to third party libraries or code 443(collectively "Third Party Software") to implement various functions. 444Third Party Software does not comprise part of the Licensed Software. In 445some cases, access to Third Party Software may be included along with 446the Licensed Software delivery as a convenience for development and 447testing only. Such source code and libraries may be listed in the 448".../src/3rdparty" source tree delivered with the Licensed Software or 449documented in the Licensed Software where the Third Party Software is 450used, as may be amended from time to time, do not comprise the Licensed 451Software. Licensee acknowledges (1) that some part of Third Party 452Software may require additional licensing of copyright and patents from 453the owners of such, and (2) that distribution of any of the Licensed 454Software referencing any portion of a Third Party Software may require 455appropriate licensing from such third parties. 456 457 4587. LIMITED WARRANTY AND WARRANTY DISCLAIMER 459 460The Licensed Software is licensed to Licensee "as is". To the maximum 461extent permitted by applicable law, The Qt Company on behalf of itself and 462its suppliers, disclaims all warranties and conditions, either express or 463implied, including, but not limited to, implied warranties of 464merchantability, fitness for a particular purpose, title and 465non-infringement with regard to the Licensed Software. 466 467 4688. LIMITATION OF LIABILITY 469 470If, The Qt Company's warranty disclaimer notwithstanding, The Qt Company is 471held liable to Licensee, whether in contract, tort or any other legal theory, 472based on the Licensed Software, The Qt Company's entire liability to Licensee 473and Licensee's exclusive remedy shall be, at The Qt Company's option, either 474(A) return of the price Licensee paid for the Licensed Software, or (B) 475repair or replacement of the Licensed Software, provided Licensee 476returns to The Qt Company all copies of the Licensed Software as originally 477delivered to Licensee. The Qt Company shall not under any circumstances be 478liable to Licensee based on failure of the Licensed Software if the failure 479resulted from accident, abuse or misapplication, nor shall The Qt Company 480under any circumstances be liable for special damages, punitive or exemplary 481damages, damages for loss of profits or interruption of business or for 482loss or corruption of data. Any award of damages from The Qt Company to 483Licensee shall not exceed the total amount Licensee has paid to 484The Qt Company in connection with this Agreement. 485 486 4879. CONFIDENTIALITY 488 489Each party acknowledges that during the Term of this Agreement it shall 490have access to information about the other party's business, business 491methods, business plans, customers, business relations, technology, and 492other information, including the terms of this Agreement, that is 493confidential and of great value to the other party, and the value of 494which would be significantly reduced if disclosed to third parties (the 495"Confidential Information"). Accordingly, when a party (the "Receiving 496Party") receives Confidential Information from another party (the 497"Disclosing Party"), the Receiving Party shall, and shall obligate its 498employees and agents and employees and agents of its Affiliates to: (i) 499maintain the Confidential Information in strict confidence; (ii) not 500disclose the Confidential Information to a third party without the 501Disclosing Party's prior written approval; and (iii) not, directly or 502indirectly, use the Confidential Information for any purpose other than 503for exercising its rights and fulfilling its responsibilities pursuant 504to this Agreement. Each party shall take reasonable measures to protect 505the Confidential Information of the other party, which measures shall 506not be less than the measures taken by such party to protect its own 507confidential and proprietary information. 508 509"Confidential Information" shall not include information that (a) is or 510becomes generally known to the public through no act or omission of the 511Receiving Party; (b) was in the Receiving Party's lawful possession 512prior to the disclosure hereunder and was not subject to limitations on 513disclosure or use; (c) is developed by the Receiving Party without 514access to the Confidential Information of the Disclosing Party or by 515persons who have not had access to the Confidential Information of the 516Disclosing Party as proven by the written records of the Receiving 517Party; (d) is lawfully disclosed to the Receiving Party without 518restrictions, by a third party not under an obligation of 519confidentiality; or (e) the Receiving Party is legally compelled to 520disclose the information, in which case the Receiving Party shall assert 521the privileged and confidential nature of the information and cooperate 522fully with the Disclosing Party to protect against and prevent 523disclosure of any Confidential Information and to limit the scope of 524disclosure and the dissemination of disclosed Confidential Information 525by all legally available means. 526 527The obligations of the Receiving Party under this Section shall continue 528during the Initial Term and for a period of five (5) years after 529expiration or termination of this Agreement. To the extent that the 530terms of the Non-Disclosure Agreement between The Qt Company and Licensee 531conflict with the terms of this Section 9, this Section 9 shall be 532controlling over the terms of the Non-Disclosure Agreement. 533 534 53510. GENERAL PROVISIONS 536 53710.1 No Assignment 538 539Licensee shall not be entitled to assign or transfer all or any of its 540rights, benefits and obligations under this Agreement without the prior 541written consent of The Qt Company, which shall not be unreasonably withheld. 542 54310.2 Termination 544 545The Qt Company may terminate the Agreement at any time immediately upon 546written notice by The Qt Company to Licensee if Licensee breaches this 547Agreement. 548 549Upon termination of this Agreement, Licensee shall return to The Qt Company 550all copies of Licensed Software that were supplied by The Qt Company. All 551other copies of Licensed Software in the possession or control of Licensee 552must be erased or destroyed. An officer of Licensee must promptly 553deliver to The Qt Company a written confirmation that this has occurred. 554 55510.3 Surviving Sections 556 557Any terms and conditions that by their nature or otherwise reasonably 558should survive a cancellation or termination of this Agreement shall 559also be deemed to survive. Such terms and conditions include, but are 560not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4, 56110.5, 10.6, 10.7, and 10.8 of this Agreement. 562 56310.4 Entire Agreement 564 565This Agreement constitutes the complete agreement between the parties 566and supersedes all prior or contemporaneous discussions, 567representations, and proposals, written or oral, with respect to the 568subject matters discussed herein, with the exception of the 569non-disclosure agreement executed by the parties in connection with this 570Agreement ("Non-Disclosure Agreement"), if any, shall be subject to 571Section 9. No modification of this Agreement shall be effective unless 572contained in a writing executed by an authorized representative of each 573party. No term or condition contained in Licensee's purchase order shall 574apply unless expressly accepted by The Qt Company in writing. If any provision 575of the Agreement is found void or unenforceable, the remainder shall remain 576valid and enforceable according to its terms. If any remedy provided is 577determined to have failed for its essential purpose, all limitations of 578liability and exclusions of damages set forth in this Agreement shall 579remain in effect. 580 58110.5 Export Control 582 583Licensee acknowledges that the Licensed Software may be subject to 584export control restrictions of various countries. Licensee shall fully 585comply with all applicable export license restrictions and requirements 586as well as with all laws and regulations relating to the importation of 587the Licensed Software and shall procure all necessary governmental 588authorizations, including without limitation, all necessary licenses, 589approvals, permissions or consents, where necessary for the 590re-exportation of the Licensed Software., 591 59210.6 Governing Law and Legal Venue 593 594This Agreement shall be construed and interpreted in accordance with the 595laws of Finland, excluding its choice of law provisions. Any disputes 596arising out of or relating to this Agreement shall be resolved in 597arbitration under the Rules of Arbitration of the Chamber of Commerce of 598Helsinki, Finland. The arbitration tribunal shall consist of one (1), or 599if either Party so requires, of three (3), arbitrators. The award shall 600be final and binding and enforceable in any court of competent 601jurisdiction. The arbitration shall be held in Helsinki, Finland and the 602process shall be conducted in the English language. 603 60410.7 No Implied License 605 606There are no implied licenses or other implied rights granted under this 607Agreement, and all rights, save for those expressly granted hereunder, 608shall remain with The Qt Company and its licensors. In addition, no licenses 609or immunities are granted to the combination of the Licensed Software with 610any other software or hardware not delivered by The Qt Company under this 611Agreement. 612 61310.8 Government End Users 614 615A "U.S. Government End User" shall mean any agency or entity of the 616government of the United States. The following shall apply if Licensee 617is a U.S. Government End User. The Licensed Software is a "commercial 618item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), 619consisting of "commercial computer software" and "commercial computer 620software documentation," as such terms are used in 48 C.F.R. 12.212 621(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 622through 227.7202-4 (June 1995), all U.S. Government End Users acquire 623the Licensed Software with only those rights set forth herein. The 624Licensed Software (including related documentation) is provided to U.S. 625Government End Users: (a) only as a commercial end item; and (b) only 626pursuant to this Agreement. 627 628 629 630 631